Exempt Offerings Compared
Eleven ways to raise money without registering with the SEC, compared side by side, with what California adds to each one and who is allowed to sell.
How to read it
Two questions, not one.
Every offering has to answer two questions. Does the SEC require registration, and does the state where the securities are offered? A federal exemption answers only the first. Every state has its own answer. This page applies California’s, because that is where the firm is located, but the same two-step applies anywhere.
For some exemptions, federal law forbids the states from requiring their own registration. The tables call that “preempted.” Even then, most states, California included, require a notice and a fee. For the rest, the state must be satisfied separately, and in California that usually means its limited offering exemption.
The tables summarize the rules. They are not the rules. Behind every answer sit conditions, exceptions and staff positions. Exemptions are usually lost by conduct rather than paperwork: an email to the wrong list, an introduction paid by a percentage, a buyer who was never really accredited. The questions that decide most cases turn on facts, and the answers are rarely black and white. Was a message an advertisement? Was a payment a commission? Could the buyer fend for themselves?
Nothing here switches off the antifraud rules. An exemption excuses registration. It never excuses disclosure. A misleading statement, or a missing one, in an exempt offering is a violation federally and in every state, and it is the claim investors actually bring when a deal goes wrong. The protection is work done before the first offer: knowing the business well enough to describe it accurately, and keeping a record of who was offered what and when. It also means having a lawyer who does this work review the offering before it launches, rather than after a regulator or an investor’s lawyer does.
Who counts as an accredited investor, and the other investor tests, are on Investor Status and the Accredited Investor Definition. The two versions of Rule 506 are compared in more detail on Rule 506(b) vs. Rule 506(c).
Figures are as of September 2026. The SEC has said it intends to propose changes to these exemptions this fall. See the note at the end of the page.
Side by side
Eleven ways to raise money without registering.
The table is wider than most screens. Scroll it sideways to see every column.
| Exemption | Offering limit | Advertising | Who may use it | Who may buy | SEC filing and disclosure | Reselling | State law |
|---|---|---|---|---|---|---|---|
| Private placement without Rule 506 (Section 4(a)(2)) | None. | No. The offering may not be public. In practice that means no advertising and only buyers who can look after themselves. | Any issuer. No bad-actor rule. | No fixed test. Courts ask whether each buyer could fend for themselves and had access to the kind of information registration would have given. Keep the buyers few and informed. | No SEC filing. No required disclosure document. Whatever is said or written must still be true and complete. | Restricted. A buyer needs Rule 144 or another exemption to resell. | Not preempted. Each state’s own registration or exemption applies. California usually means the limited offering exemption in the next table. |
| Rule 506(b) | None. | No general solicitation, meaning no public advertising. In practice, buyers come through prior relationships or other private channels, not public advertising. Since January 2026 the SEC staff accepts that someone first reached by an earlier advertised 506(c) raise may buy in a later 506(b) raise, if a real relationship was formed before the 506(b) offering began. | Any issuer, unless a “bad actor” is involved with it. That covers the company, its officers and directors, 20% voting owners, promoters, fund managers and paid solicitors with certain convictions, orders or bars. | Unlimited accredited investors, plus up to 35 non-accredited buyers in any 90-day period across all of the issuer’s 506(b) offerings. Each non-accredited buyer must be sophisticated, alone or with a purchaser representative. | Form D within 15 days after the first sale. No fee. If any buyer is non-accredited, the issuer must give a disclosure document with financial statements. Each non-accredited buyer must also be told in writing what material information accredited buyers received, and must get it on request. | Restricted. | Preempted. A state may still require a notice, a fee and a consent to service, which names who can be served with legal papers in the state. California: copy of Form D and $300 within 15 days of the first California sale. |
| Rule 506(c) | None. | Yes. Advertising is allowed, provided every buyer is accredited and the issuer takes reasonable steps to verify it. | Same as Rule 506(b), including the bad-actor rule. | Accredited investors only, verified. Accepted methods include tax returns, account statements with a credit report, or a letter from a broker, registered adviser, lawyer or CPA. Since March 2025 the SEC staff has also accepted a minimum investment of $200,000 for an individual, or $1 million for an entity. The buyer must confirm in writing that they qualify and that no one else is funding the purchase. A verification stays good for five years if the investor confirms in writing that nothing has changed. | Form D within 15 days after the first sale, with the 506(c) box checked. No required disclosure document. | Restricted. | Preempted. Same notice as Rule 506(b). California: copy of Form D and $300 within 15 days of the first California sale. |
| Rule 504 | $10 million, less any Rule 504 sales, and any unregistered and unexempt sales, in the previous 12 months and during the offering. | No, with two exceptions. Advertising is allowed if the offering is registered in a state that requires a disclosure document, or if it is sold only to accredited investors under a state exemption that permits advertising. | Not companies that file reports with the SEC, investment companies, or blank-check companies with no real business plan. The bad-actor rule applies. | Anyone. No investor test and no limit on numbers. | Form D within 15 days after the first sale. No federal disclosure requirement. | Restricted, unless sold through one of the two advertised routes. Securities sold that way may be resold freely. | Not preempted. Registration or an exemption is needed in every state where securities are sold. California: the limited offering exemption, the limited public offering exemption, or qualification. |
| Regulation A, Tier 1 | $20 million in any 12 months. Insiders may sell up to $6 million of that. In the company’s first Regulation A offering, and for a year after, all existing holders together may sell no more than 30%. | Yes. The issuer may “test the waters” before and after filing, with required legends. Sales only after the SEC qualifies the offering statement. | Companies organized in the United States or Canada with their principal place of business there. Not investment companies, blank-check companies or bad actors. Reporting companies may use it. | Anyone. No limits on how much. | Form 1-A, reviewed and qualified by the SEC before any sale. Financial statements need not be audited, unless the company already has audited statements, which must then be used. An exit report (Form 1-Z) within 30 days after the offering ends. | Not restricted. This is a public offering. Insiders face their usual limits. | Not preempted. Registration in each state where securities are sold, often through the states’ coordinated review. California: qualification. |
| Regulation A, Tier 2 | $75 million in any 12 months. Insiders may sell up to $22.5 million of that. The same 30% limit applies to the first offering and the year after. | Yes. Same as Tier 1. | Same as Tier 1. | Anyone, but a non-accredited buyer may not invest more than 10% of the greater of annual income or net worth. For an entity, revenue or net assets. No cap if the securities will be listed on a national exchange. | Form 1-A with audited financial statements. Afterwards, annual, semiannual and current reports (Forms 1-K, 1-SA and 1-U) for as long as the obligation lasts. | Not restricted. | Preempted. States may require a notice and a fee. California: notice with a copy of Form 1-A before the first offer in California, and $600. |
| Regulation Crowdfunding | $5 million in any 12 months, measured on a rolling basis from each closing. | Limited. Off the platform, only a short notice: that an offering exists, its terms, the company’s name, contact details and a one-line description, and a link to the platform. Everything else goes through the platform. Testing the waters is allowed before Form C is filed. | United States companies only. Not reporting companies, investment companies, blank-check companies, bad actors, or issuers behind on their crowdfunding annual reports. | Accredited investors: no limit. Everyone else is capped over 12 months, across all crowdfunding offerings. If either income or net worth is under $124,000, the greater of $2,500 or 5% of the greater of the two. If both are $124,000 or more, 10% of the greater, up to $124,000. | Form C before the offering, run entirely through one registered broker or funding portal. Financial statements, counting crowdfunding sales in the prior 12 months: certified by the chief executive up to $124,000, reviewed by an independent CPA up to $618,000, audited above that. A first-time issuer raising up to $1,235,000 may use reviewed statements. An annual report (Form C-AR) afterwards. | One year, with exceptions for sales to the issuer, to an accredited investor, in a registered offering, or to family. | Preempted. The state where the company’s main office is, or any state whose residents buy half or more of the offering, may require a notice and a fee. California requires neither. |
| Intrastate, Rule 147 | None under federal law. State law may set one. | Offers may be made only to residents of the state. An online advertisement that reaches non-residents is a problem. | A company organized in the state, with its principal place of business there, that does business there: 80% of revenues, assets or proceeds, or a majority of employees, in the state. | Residents of the state only. The issuer must reasonably believe it and get a written statement of residence from each buyer. | No SEC filing. A legend (a printed warning) on the securities, instructions to the transfer agent to block resales, and written notice of the resale limit. Disclosure is governed by state law. | Only to residents of the state for six months after the company’s sale. | Not preempted. State regulation is the point. California: the limited offering exemption, the limited public offering exemption, California’s own crowdfunding exemption up to $300,000, or qualification. |
| Intrastate, Rule 147A | None under federal law. State law may set one. | Offers may go anywhere, including online and out of state. Sales only to residents. | A company with its principal place of business in the state, wherever it is organized, that does business there under the same 80% or majority-of-employees test. | Same as Rule 147. | Same as Rule 147. | Same as Rule 147. | Same as Rule 147. |
| Rule 701, compensation plans | In any 12 months, the greatest of $1 million, 15% of total assets, or 15% of the outstanding securities of the class being offered. | Not applicable. The securities are issued under a written compensation plan or contract, not sold to the public. | Companies that do not file reports with the SEC and are not investment companies. | Employees, directors, officers, general partners and trustees, plus consultants and advisers who are individuals doing real work other than raising capital. Family members by gift or divorce order. | No SEC filing. If sales in any 12 months exceed $10 million, recipients must get the plan, risk factors and financial statements a reasonable time before the sale. | Restricted. Once the company becomes a reporting company, Rule 144 opens 90 days later, and non-affiliates need no holding period. | Not preempted. California: notice and fee within 30 days after the first issuance under the plan, and the plan must meet California’s plan rules. |
| Regulation S, offshore | None. | No selling efforts directed at the United States. Marketing abroad is allowed. | Any issuer. The conditions depend on a category. Shares of a US company fall in the strictest one. | For shares of a US company: buyers must not be US persons (US residents and entities), and the sale must take place offshore. The buyer certifies non-US status and agrees to resell only under Regulation S, registration or an exemption. The securities carry a legend. | No SEC filing. No prescribed disclosure. | For one year (six months if the company files SEC reports) shares of a US company may not be sold to US persons at all. After that they are still restricted securities, and resale into the United States requires registration or an exemption. | Not preempted, though sales offshore rarely engage a state’s law. California treats an offer made from California as made in California. See the next table. |
Federal rules as of September 2026, read on the Code of Federal Regulations. The offering limits and the accredited investor thresholds have not changed since 2021. The crowdfunding investor and financial-statement figures were last adjusted for inflation in 2022 and are due for another adjustment in 2027. “Restricted” means the buyer may not resell without registration or an exemption. The usual exemption, Rule 144, requires holding the securities for six months if the issuer has been filing SEC reports for at least 90 days and is current, and one year if not.
When two offerings become one
Two offerings close together can be treated as one, so that an advertised raise poisons an unadvertised one, or two small raises breach one limit. Since 2021 the rule is that offerings more than 30 days apart are safe. If an unadvertised offering follows an advertised one, each buyer must either not have come from the advertisement or have had a real prior relationship with the company. An advertised offering that starts after any earlier offering has ended is also safe. A Rule 701 plan and a Regulation S offering are never combined with another offering. A registered offering is safe if the earlier unadvertised offering had ended, or an advertised one ended more than 30 days before. Anything else is judged on its facts.
Testing the waters before choosing
Since 2021 an issuer may ask whether anyone is interested before it picks an exemption (Rule 241). The message must say that no exemption has been chosen, that no money is being asked for or accepted, and that an expression of interest commits no one. It counts as an offer for antifraud purposes. If the issuer then sells to non-accredited investors under Rule 506(b) or Rule 504, they must be given those materials before the sale. A related rule (Rule 148) lets a company present at a “demo day” run by a university, a nonprofit, a government body, or an angel group, incubator or accelerator without it counting as advertising. The sponsor must give no investment advice, take no fee for introductions, and limit online attendance to members, invitees and accredited investors. Neither rule touches state law. California regulates offers, so a Rule 241 message sent from California needs a California footing of its own, and a demo-day pitch is an advertisement for the limited offering exemption.
California
What the state adds to each one.
The state layer, with California’s rules applied.
The table is wider than most screens. Scroll it sideways to see every column.
| Exemption | Preempted? | California route | What to file, and when | Fee | If the filing is late |
|---|---|---|---|---|---|
| Private placement without Rule 506 (Section 4(a)(2)) | No. | The limited offering exemption, Corporations Code section 25102(f): no more than 35 buyers, counting buyers outside California. Not counted: accredited investors, buyers of $150,000 or more who can protect themselves or invest under 10% of net worth, and several other groups. Every buyer must have a preexisting relationship with the issuer or the capacity to protect their own interests, and must buy for their own account. No advertising. Ordinary debt in a non-public offering can use section 25102(e) instead, with no filing. | A notice through DFPI’s online filing system (FRANSES) within 15 calendar days after the first sale to a California buyer. No notice is needed if no one in California buys. An issuer that is not a California corporation, limited partnership or LLC also files a consent to service, unless one is already on file. A real estate business selling to any non-accredited investor files a second form naming its managers, its offering documents and the licenses the venture needs. | $25 to $300, depending on the value of the securities offered: $25 up to $25,000, $35 up to $100,000, $50 up to $500,000, $150 up to $1 million, $300 above that. | The exemption survives. A notice filed late but before DFPI asks for it, where the deadline was not deliberately ignored, costs only the normal fee. After a demand, or a deliberate miss, the issuer must file within 15 business days and pay the fee qualification would have cost: $200 plus 0.2% of the offering, capped at $2,500. Not filing at all also breaks a DFPI rule, which can draw penalties. |
| Rule 506(b) and Rule 506(c) | Yes. | Section 25102.1(d). California cannot require registration or add conditions. It requires the notice. | A copy of the completed Form D and the fee, within 15 calendar days after the first sale to a California buyer. The electronic Form D already contains the consent to service, so no separate consent is needed. | $300. | There is no late fee. California’s own carve-out is written as conditional on the filing, but federal law bars California from requiring registration of these securities. DFPI may order sales in California stopped until the notice is filed. |
| Rule 504 | No. | The limited offering exemption, the limited public offering exemption in section 25102(n) (see the note below the table), or qualification. Of Rule 504’s two advertised routes, one requires registration in a state that makes the issuer deliver a disclosure document before sale. In California that means qualification before any offer, and whether a California permit meets the federal test should be confirmed first. The other needs a state exemption that allows advertising to accredited investors only; whether section 25102(n) fits has not been settled. | Depends on the route: the 25102(f) notice, the 25102(n) notices, or a qualification application before any offer in California. | Depends on the route: $25 to $300 for 25102(f); $600 for 25102(n); $200 plus 0.2% of the offering, capped at $2,500, for qualification. | Depends on the route. Selling without a required qualification lets buyers sue to recover the price. |
| Regulation A, Tier 1 | No. | Qualification, by permit or by coordination with the SEC filing. Notification is available only to companies already reporting to the SEC. The offering may not be made in California until DFPI qualifies it. | An application before any offer in California. Testing the waters is allowed federally. California regulates offers, so check with DFPI before using those communications here. | $200 plus 0.2% of the offering, capped at $2,500. | Selling before qualification lets each buyer sue to recover the price, with interest and attorney’s fees, unless the offering is qualified before any money changes hands. DFPI may order the issuer to stop. |
| Regulation A, Tier 2 | Yes. | Section 25102.1(a). California cannot require registration. It requires the notice. | A notice with a copy of the Form 1-A, before the first offer in California. No separate consent to service is needed if the Form 1-A was filed electronically. | $600. | There is no late fee. California’s carve-out is written as conditional on the filing, but federal law bars California from requiring registration. DFPI may order sales in California stopped until the notice is filed. |
| Regulation Crowdfunding | Yes. | None needed. Section 25102.1(c) exempts federal crowdfunding offerings with no notice, consent or fee. California’s own crowdfunding exemption, section 25102(r), is a separate route for intrastate offerings, in the next row. | Nothing. | None. | Not applicable. |
| Intrastate, Rules 147 and 147A | No. | The limited offering exemption, the limited public offering exemption, qualification, or California’s crowdfunding exemption in section 25102(r). That one is open to corporations only, not LLCs, and allows up to $300,000 in 12 months, run under Rule 147 or 147A. The issuer may not solicit buyers directly except through a licensed broker-dealer. Funds are held by a third party until any minimum is met, and buyers have three business days to cancel after written confirmation. | For 25102(r): a notice and fee at least 15 days before the first offer. Otherwise as the route requires. | For 25102(r): $25 to $50, on the same sliding scale as the limited offering notice. Otherwise as the route requires. | For 25102(r): the exemption survives. File within 15 business days of discovery or DFPI’s demand, with the fee qualification would have cost ($200 plus 0.2%). DFPI’s fee index lists $2,500. Otherwise as the route requires. |
| Rule 701, compensation plans | No. | Section 25102(o), if the plan meets California’s plan rules (10 CCR sections 260.140.41 or .42, .45 and .46). | A notice within 30 days after the first issuance of any security under the plan. | $200 plus 0.2% of the value of the securities, capped at $2,500. | The exemption survives. The issuer must file within 15 business days after discovering the failure, or after DFPI demands it, and pay the fee qualification would have cost ($200 plus 0.2%, capped at $2,500). DFPI’s fee index lists $2,500. |
| Regulation S, offshore | No. | There is no California counterpart. California counts an offer as made here if it is made from here or directed here, so an offer sent from a California office to an offshore buyer is a California offer. Pair it with a California exemption, for example the limited offering exemption, which counts buyers wherever they live. | As the paired exemption requires. | As the paired exemption requires. | As the paired exemption requires. |
Fees as of September 2026, confirmed on DFPI’s fee index (revised October 2025). Every notice is filed and paid online through DFPI’s filing system, FRANSES, which replaced the older DocQNet portal. “Qualification” is California’s word for registering an offering with DFPI. DFPI is the Department of Financial Protection and Innovation, California’s securities regulator.
California’s own advertised route: the limited public offering exemption
Section 25102(n) lets an issuer organized in California, or an out-of-state corporation California treats as its own, publish a short written announcement and sell to “qualified purchasers” with no cap on their number. Qualified purchasers are accredited investors, institutions, and individuals with net worth of at least $500,000, or at least $250,000 plus income over $100,000, investing no more than 10% of net worth. Net worth excludes the home, furnishings and cars. The individual test applies only to voting common or preferred stock, so an LLC may sell under this exemption only to accredited investors and the other listed categories. Individual buyers must receive a written disclosure at least five business days before they buy. The price is procedure. The first notice and a $600 fee must be filed no later than the announcement or the first offer, whichever comes first, and if they are missed the exemption is gone. No telephone calls until the buyer is confirmed to qualify. A second notice is due within 10 business days after the offering closes. Federally it pairs with Regulation CE, a matching SEC exemption capped at $5 million.
Two filings, two clocks
Form D goes to the SEC within 15 calendar days after the first sale anywhere. It is free, must be amended when the information changes, with minor exceptions, and must be renewed each year while the offering continues. Missing it does not by itself lose the exemption. California’s notice is a separate filing with its own 15-day clock, which starts at the first sale to a California buyer. For a Rule 506 offering it is a copy of the Form D and $300. For a limited offering it is a different form with a different fee. The two are not interchangeable.
Who may sell
In California, four kinds of people can offer these securities.
Selling securities for someone else, for pay, generally requires a broker-dealer license, in California and federally. Three groups can do it without one, within limits.
Whether a payment is a commission, and whether an introduction was a sale, are questions of fact. Regulators look at what was done, not what the agreement called it.
Swipe the table sideways to see every column.
| Who | What they may sell | Conditions | Pay | If the conditions fail |
|---|---|---|---|---|
| The company’s own officers and employees | The company’s own securities. California does not license issuers. | Under a federal rule that says when an employee is not a broker (Exchange Act Rule 3a4-1), mirrored in a California rule: no disqualifying record, no commission, and not with a broker-dealer now. Then one of three: selling only to institutions; selling as a side duty, in one offering a year, without having been with a broker-dealer in the past year; or doing only paperwork. | Salary only. No commission or other pay tied to sales. | Falling outside that rule does not automatically make the person a broker. But an officer or employee paid a commission to sell in a Rule 506, Tier 2 or qualified offering is an “agent” under California law. One who sells regularly for pay is usually an unlicensed broker-dealer. |
| A licensed real estate broker (section 25206 and DFPI rule 260.204.1) | Under section 25206: interests in a partnership, joint venture or unincorporated association, but not a corporation, formed solely to invest in real property and owned by no more than 100 people. A married couple counts as one. Under other rules: whole notes secured by real property, subdivision interests sold without an investment contract, and privately placed debt. Fractional notes, if the offering is qualified or sold under one of three listed exemptions. | A license from the Department of Real Estate. The exemption covers the broker’s license, not the securities. The syndicate itself still needs a California exemption or qualification, and a federal one. DFPI has said in a 2024 opinion that a Delaware statutory trust qualifies and that the broker’s licensed salespeople are covered too. Whether an LLC counts as a “similar organization” has not been decided. The venture must be a real estate entity, not a business that happens to own property. | A commission is allowed. | Section 25206 is one of several carve-outs. Outside all of them, the broker needs a securities license. Buyers may be able to sue the unlicensed broker to recover the price, DFPI may issue orders, and the issuer answers for any unqualified sale. |
| A registered finder (section 25206.1) | Introductions only, between accredited investors and an issuer raising no more than $15 million. The finder may pass on the issuer’s name, address, industry, location, years in business, and the security’s type, price and amount. Nothing more. | An individual, not a firm. No negotiating terms, no advice on value or whether to invest, no investigating the company for the investor, no handling of money, no selling the finder’s own securities. A written agreement signed by finder, issuer and investor at each introduction. A statement of information filed with DFPI before starting, renewed each year. Records kept five years. | A fee is allowed, and the investor must consent to it in the written agreement. | The finder is subject to broker-dealer licensing, and investors have their remedies against an unlicensed broker-dealer, including suing to recover the price. |
| Anyone else paid to sell | Only with a broker-dealer certificate from DFPI, and federal registration. | Application to DFPI ($300, plus a minimum $75 yearly assessment) and the federal requirements, including membership in FINRA, the brokers’ self-regulatory body. | As agreed. | Selling without the license exposes the seller to suits to recover the price, DFPI orders and criminal liability, and taints the offering. |
Filing fees for a finder: $300 to start, $275 a year to renew. The real estate broker exemption and the finder exemption are California rules. Neither changes the federal broker registration requirement, which has its own exemptions.
Traps
Four mistakes the tables do not show.
Preempted does not mean nothing to file
A Rule 506 offering still owes California a copy of the Form D and $300 within 15 days of the first California sale. A Tier 2 offering owes a notice and $600 before the first California offer.
Federal law protects the exemption whether or not the notice is filed. DFPI can still order the issuer to stop selling in California until the notice is filed.
One advertisement can lose both exemptions at once
A Rule 506(b) offering forbids general solicitation. California’s limited offering exemption forbids any advertisement, defined broadly enough to catch a seminar promoted to the public.
A posting, a mailing or an interview can end both. A Rule 506(b) offering can be converted to Rule 506(c) only before any sale and before any advertisement. Section 25102(n) must be chosen before the first offer.
And if the offering falls out of Rule 506, California’s registration requirement comes back with it. The California courts have held that preemption protects only an offering that actually meets the rule, not one that merely claimed to.
A real estate license is not a securities license
Section 25206 lets a real estate broker sell interests in a small real estate partnership without a broker-dealer license. It does nothing for the partnership, which still needs its own exemption, and it does not reach a corporation or a syndicate with more than 100 owners.
Outside those limits, the buyer may be able to sue the broker to recover the price. DFPI has ordered sellers of tenant-in-common interests and fix-and-flip notes to stop because the securities were never qualified, and a real estate license would not have helped.
Rule 504 is not a small Rule 506
Rule 504 is not preempted, so every state where a buyer lives must be satisfied. Advertising under it requires either state registration with a disclosure document, or a state exemption that allows advertising to accredited investors only. Both are decided state by state, before any offer.
For a raise of under $10 million sold to accredited investors, Rule 506 is usually simpler.
In motion, September 2026
The SEC’s regulatory agenda lists a proposal to update the exempt offering rules, including the accredited investor definition, for this fall. No proposal has been published. The same agenda lists a re-proposal of Rule 144, which governs the “Reselling” column. On 18 August 2026 the SEC proposed a separate regulation for crypto asset offerings with two new exemptions; it does not change the rules above. Petitions to change the crowdfunding limit and the accredited investor definition are pending. None of this is law yet. Check the rules on the day the offering launches, not a summary written earlier.
This page is general information, not legal advice. How it applies depends on facts this page cannot know, and the rules change. Reading it creates no attorney-client relationship. Please see our Attorney Advertising, Legal Notices & Disclaimers.
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